UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q




          [X]      QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934
                   For the quarterly period ended June 30, 2004


                          Commission File Number 1-5426


                             THOMAS INDUSTRIES INC.
--------------------------------------------------------------------------------
                (Exact name of Registrant as specified in its Charter)

       DELAWARE                                         61-0505332
-----------------------                  ---------------------------------------
(State of incorporation)                 (I.R.S. Employer Identification Number)

4360 BROWNSBORO ROAD, SUITE 300, LOUISVILLE, KENTUCKY             40207
-----------------------------------------------------            --------
 (Address of principal executive offices)                       (Zip Code)

                                  502/893-4600
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ___

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act) Yes X No __

As of July 28, 2004,  17,459,904  shares of the  registrant's  Common Stock were
outstanding (net of treasury shares).




<PAGE>



PART I. - FINANCIAL INFORMATION

ITEM 1.  Financial Statements (Unaudited)

<TABLE>

                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                     (IN THOUSANDS EXCEPT AMOUNTS PER SHARE)
<CAPTION>

                                                              THREE MONTHS ENDED        SIX MONTHS ENDED
                                                                    JUNE 30                  JUNE 30
                                                            -----------------------  ---------------------
                                                               2004         2003         2004        2003
                                                            -----------------------  ---------------------



<S>                                                         <C>          <C>         <C>         <C>
Net sales ...............................................   $ 102,656    $  95,810   $ 212,174   $ 188,156
Cost of products sold ...................................      65,093       62,050     136,228     121,281
                                                            -----------------------  ---------------------
Gross profit ............................................      37,563       33,760      75,946      66,875

Selling, general and administrative
  expenses ..............................................      29,368       25,194      58,368      49,772
Equity income from GTG...................................
                                                                7,997        6,887      15,419      13,030
                                                            -----------------------  ---------------------
Operating income ........................................      16,192       15,453      32,997      30,133


Interest expense ........................................         935        1,026       1,961       2,112
Interest income and other income ........................        (172)          94         434          55
                                                            -----------------------  ---------------------
Income before income taxes and minority interest ........      15,085       14,521      31,470      28,076


Income taxes ............................................       5,280        5,079      11,015       9,821
                                                            -----------------------  ---------------------
Income before minority interest .........................       9,805        9,442      20,455      18,255

Minority interest, net of tax ...........................        --             10        --            17
                                                            -----------------------  ---------------------
Net income ..............................................   $   9,805    $   9,432   $  20,455   $  18,238
                                                            =======================  =====================

Net income per share:
    Basic ...............................................   $    0.56    $    0.55   $    1.18   $    1.06
    Diluted .............................................   $    0.55    $    0.54   $    1.15   $    1.04

Dividends declared per share: ...........................   $   0.095    $   0.095   $    0.19   $    0.18

Weighted average number of shares outstanding:
    Basic ...............................................      17,391       17,179      17,355      17,159
    Diluted .............................................      17,781       17,550      17,743      17,514


See notes to condensed consolidated financial statements


</TABLE>

                                       2

<PAGE>

<TABLE>

                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
<CAPTION>

                                                                               (Unaudited)
                                                                                 June 30       December 31
                                                                                  2004            2003 *
                                                                               -----------------------------
<S>                                                                              <C>            <C>
ASSETS
Current assets:
    Cash and cash equivalents ..............................................     $  37,379      $  23,933
    Accounts receivable, less allowance
       (2004--$2,149; 2003--$2,270) ........................................        59,448         52,819
    Inventories:
           Finished products ...............................................        31,622         29,004
           Raw materials ...................................................        30,342         28,250
           Work in process .................................................         8,057          8,641
                                                                               -----------------------------
                                                                                    70,021         65,895
    Deferred income taxes ..................................................         6,804          6,688
    Other current assets ...................................................         5,806          6,287
                                                                               -----------------------------
Total current assets .......................................................       179,458        155,622

Investment in GTG ..........................................................       224,767        214,405
Property, plant and equipment ..............................................       189,569        185,123
    Less accumulated depreciation and amortization .........................       (82,780)       (76,773)
                                                                               -----------------------------
                                                                                   106,789        108,350
Goodwill ...................................................................        62,545         70,164
Other intangible assets, net ...............................................        21,110         21,788
Other assets ...............................................................         4,828          4,715
                                                                               -----------------------------
Total assets ...............................................................     $ 599,497      $ 575,044
                                                                               =============================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Notes payable ..........................................................     $   5,082      $   3,088
    Accounts payable .......................................................        15,350         14,312
    Accrued expense and other current liabilities ..........................        33,342         30,519
    Dividends payable ......................................................         1,651          1,642
    Income taxes payable ...................................................         3,985            595
    Current portion of long-term debt ......................................         9,775          9,885
                                                                               -----------------------------
Total current liabilities ..................................................        69,185         60,041

Deferred income taxes ......................................................         5,788          6,177
Long-term debt, less current portion .......................................       103,812        102,673
Long-term pension liability ................................................        13,189         13,189
Other long-term liabilities ................................................         9,184          9,609
                                                                               -----------------------------
Total liabilities ..........................................................       201,158        191,689

Shareholders' equity:

    Preferred stock, $1 par value, 3,000,000 shares authorized - none issued          --             --
    Common stock, $1 par value, shares authorized: 60,000,000; shares
       issued: 2004 - 18,274,960; 2003 - 18,108,664 ........................        18,275         18,109
    Capital surplus ........................................................       139,791        137,041
    Deferred compensation ..................................................         1,518          1,211
    Treasury stock held for deferred compensation ..........................        (1,518)        (1,211)
    Retained earnings ......................................................       233,454        216,296
    Accumulated other comprehensive income .................................        18,878         23,968
    Less cost of 822,339 treasury shares ...................................       (12,059)       (12,059)
                                                                               -----------------------------
Total shareholders' equity .................................................       398,339        383,355
                                                                               -----------------------------
Total liabilities and shareholders' equity .................................     $ 599,497      $ 575,044
                                                                               =============================

* Derived from the audited  December 31, 2003  consolidated  balance sheet.  See
notes to condensed consolidated financial statements.

</TABLE>


                                       3
<PAGE>

<TABLE>

                     THOMAS INDUSTRIES INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
<CAPTION>

                                                                                       SIX MONTHS ENDED
                                                                                            JUNE 30
                                                                                   --------------------------
                                                                                       2004          2003
                                                                                   --------------------------

<S>                                                                                 <C>           <C>
OPERATING ACTIVITIES
Net income .....................................................................    $  20,455     $  18,238
Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation and intangible amortization .................................        8,147         7,609
      Deferred income taxes ....................................................         (458)       (1,755)
      Equity income from GTG ...................................................      (15,419)      (13,030)
      Distributions from GTG ...................................................        4,350         3,250
      Other items ..............................................................          241           151
      Changes in operating assets and liabilities net of effect of acquisitions:
            Accounts receivable ................................................       (7,520)       (3,260)
            Inventories ........................................................       (5,145)       (5,929)
            Accounts payable ...................................................        1,233        (4,192)
            Income taxes payable ...............................................        4,194         3,275
            Accrued expenses and other current liabilities .....................        2,882         4,790
            Other ..............................................................          126        (1,861)
                                                                                   --------------------------
Net cash provided by operating activities ......................................       13,086         7,286

INVESTING ACTIVITIES
Purchases of property, plant and equipment .....................................       (7,577)       (6,544)

Sales of property, plant and equipment .........................................           47            80

Purchases of companies, net of cash acquired ...................................        6,154        (1,534)
                                                                                   --------------------------
Net cash used in investing activities ..........................................       (1,376)       (7,998)

FINANCING ACTIVITIES
Proceeds from short-term debt, net .............................................        2,091         1,820

Payments on long-term debt .....................................................      (17,288)      (12,990)

Proceeds from long-term debt ...................................................       18,563        12,000

Dividends paid .................................................................       (3,288)       (2,912)

Other ..........................................................................        1,569         1,028
                                                                                   --------------------------
Net cash provided by (used in) financing activities.............................        1,647        (1,054)


Effect of exchange rate changes ................................................           89           615
                                                                                    --------------------------
Net increase (decrease) in cash and cash equivalents ...........................       13,446        (1,151)

Cash and cash equivalents at beginning of period ...............................       23,933        18,879
                                                                                   --------------------------
Cash and cash equivalents at end of period .....................................     $ 37,379      $ 17,728
                                                                                   ==========================


See notes to condensed consolidated financial statements.

</TABLE>


                                       4
<PAGE>


                            THOMAS INDUSTRIES INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note A - Basis of Presentation
------------------------------

The accompanying unaudited condensed consolidated financial statements of Thomas
Industries  Inc.  ("Thomas" or the  "Company")  have been prepared in accordance
with accounting  principles  generally accepted in the United States for interim
financial  reporting and with the instructions to Form 10-Q and Article 10-01 of
Regulation  S-X.  Accordingly,  they  do not  include  all the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States for complete financial statements.

The results of operations for the three-month  and six-month  periods ended June
30, 2004 are not necessarily  indicative of the results that may be expected for
the year ending  December 31, 2004. In the opinion of the Company's  management,
the  unaudited   consolidated  financial  statements  include  all  adjustments,
consisting only of normal recurring  accruals,  considered  necessary for a fair
presentation  of the  financial  position  and the  results of  operations.  For
further  information,   refer  to  the  consolidated  financial  statements  and
footnotes  included  in the  Company's  Annual  Report on Form 10-K for the year
ended December 31, 2003.

Note B - Acquisitions
---------------------

On June 3, 2004, the Company  received $6.2 million in cash, which represents an
adjustment  to the Company's  purchase  price of Werner  Rietschle  Holding GmbH
("Rietschle").  Rietschle was acquired on August 29, 2002. The original purchase
price consisted of $83.3 million in cash and 1.8 million  treasury shares of the
Company's common stock. The purchase agreement specified the negotiation process
to be  followed  for  various  items in dispute,  so that an  adjustment  to the
purchase price could occur at a subsequent  time. In June 2004,  negotiations on
certain  disputed items were completed and this adjustment  reduced  goodwill by
$6.2 million.

The adjusted aggregate purchase price for Rietschle consists of (in thousands):

Initial cash paid by the Company                     $  83,288
Fair value of Thomas common stock                       44,754
Transaction costs                                        5,931
Purchase price adjustment received in cash              (6,154)
                                                    -----------
Total adjusted aggregate purchase price               $127,819
                                                     ==========

On November 20, 2003, the Company  purchased the remaining 25% minority interest
in the Company's New Zealand subsidiary for $244,000.  All of the purchase price
was  allocated  to  goodwill.  The  Company  now  owns  100% of the New  Zealand
subsidiary.

On July 31, 2003, the Company  purchased all of the outstanding  equity interest
of Aldax AB of  Stockholm,  Sweden for $2.6  million,  of which $1.7 million was
paid in cash at the acquisition date, while $900,000 was recorded as a long-term
liability to be paid on July 31, 2005 in accordance with the purchase agreement.
Approximately $2.0 million of the purchase price was allocated to goodwill.

On April 11, 2003, the Company  purchased the remaining 20% minority interest in
the Company's Italian subsidiary for $1.5 million. All of the purchase price was
allocated to goodwill. The Company now owns 100% of the Italian subsidiary.



                                       5
<PAGE>

Note C - Subsequent Event
-------------------------

On July 31, 2004,  the Company sold its 32% interest in the Genlyte Thomas Group
LLC (GTG; see Note J) for approximately $400 million,  which is an estimate that
will not be finalized  until March 2005 due to tax  considerations.  Transaction
costs and taxes are estimated to be $83 million.  Approximately  $103 million of
the proceeds were used to pay down  short-term and long-term debt. The only debt
remaining  outstanding are capitalized  leases.  The remaining  proceeds will be
invested in short-term investment grade instruments.

Note D - Contingencies
----------------------

On August 13,  2002,  a petition  was filed in the  District  Court of Jefferson
County,  Texas,  adding Thomas  Industries  Inc. as a third party defendant in a
lawsuit  captioned  Hydro Action,  Inc. v. Jesse James,  individually  and d/b/a
James Backhoe Service of Dietrich, Illinois, Inc. and Original Septic Solutions,
Inc.  (the "Third Party  Plaintiffs")  (the  "Original  Lawsuit").  The Original
Lawsuit  alleged that the Company  violated the Texas  Deceptive Trade Practices
Act and  breached  warranties  of  merchantability  and fitness for a particular
purpose  with  respect to pumps  sold by the  Company  and used in septic  tanks
manufactured or sold by the plaintiffs.  The Original Lawsuit has been stayed as
a result of the  bankruptcy  filing by Hydro Action,  Inc. On October 8, 2003, a
lawsuit was filed against the Company,  Gig Drewery,  Yasunaga  Corporation  and
Aqua-Partners, Ltd. in the District Court of Jefferson County, Texas, making the
same allegations set forth in the Original  Lawsuit and requesting  class-action
certification.  No class has been  certified.  The Third  Party  Plaintiffs  are
plaintiffs  in  this  action.   This  complaint  has  been  amended  to  include
approximately  28  plaintiffs.  The  complaint  currently  seeks $3 million  per
plaintiff and punitive and exemplary  damages.  The total sales related to these
products  were  approximately  $900,000.  Although  this  litigation  is in  the
preliminary  stages,  the Company  believes it has  meritorious  defenses to the
claims and intends to  vigorously  defend this matter.  Litigation is subject to
many  uncertainties  and the  Company  cannot  guarantee  the  outcome  of these
proceedings.  However,  based upon information currently available,  the Company
does not  believe  that the  outcome of these  proceedings  will have a material
adverse effect on the consolidated financial position,  results of operations or
cash flows of the Company.

The Company, like other similar manufacturers, is subject to environmental rules
and regulations  regarding the use, disposal and cleanup of substances regulated
under  environmental  protection laws. It is the Company's policy to comply with
these rules and  regulations,  and the Company  believes  that its practices and
procedures  are  designed  to meet this  compliance.  The Company is involved in
remedial  efforts at certain of its  present and former  locations.  The Company
records appropriate  liabilities for such matters,  when costs can be reasonably
estimated.   Management  does  not  believe  that  the  ultimate  resolution  of
environmental  matters will have a material  adverse effect on its  consolidated
financial position, results of operations or liquidity.

In the normal  course of business,  the Company is a party to legal  proceedings
and claims. When costs can be reasonably estimated,  appropriate liabilities for
such matters are recorded.  While  management  currently  believes the amount of
ultimate  liability,  if any, with respect to these actions will not  materially
affect the consolidated financial position,  results of operations, or liquidity
of the Company,  the ultimate  outcome of any  litigation is uncertain.  Were an
unfavorable outcome to occur, the impact could be material to the Company.



                                       6
<PAGE>


Note E - Comprehensive Income
-----------------------------
The reconciliation of net income to comprehensive income follows (in thousands):

<TABLE>

                                                       THREE MONTHS                      SIX MONTHS
                                                       ENDED JUNE 30                    ENDED JUNE 30
                                                   -------------------              ---------------------
                                                   2004            2003           2004             2003
                                                   ----            ----           ----             ----
<S>                                              <C>             <C>            <C>              <C>
Net income                                       $9,805          $9,432         $20,455          $18,238
Other comprehensive income (loss):
   Minimum pension liability (increase)               3             (36)             10              (63)
      Related tax (benefit) expense                  (1)             13              (4)              22
   Derivative adjustment                            139               -            (154)               -
      Related tax (benefit) expense                 (53)              -              58                -
   Foreign currency translation                   2,458           7,255          (5,000)          11,090
                                                  -----           -----          -------          ------
Total change in other comprehensive income        2,546           7,232          (5,090)          11,049
                                                  -----           -----          -------          ------

Total comprehensive income                      $12,351         $16,664         $15,365          $29,287
                                                =======         =======         =======          =======
</TABLE>

Note F - Net Income Per Share
-----------------------------
The  computation of the numerator and denominator in computing basic and diluted
net income per share follows (in thousands):
<TABLE>

                                                         THREE MONTHS                  SIX MONTHS
                                                        ENDED JUNE 30                 ENDED JUNE 30
                                                        -------------                 -------------
                                                   2004            2003           2004             2003
                                                   ----            ----           ----             ----
<S>                                              <C>             <C>            <C>              <C>
Numerator:
    Net income                                   $9,805          $9,432         $20,455          $18,238
                                                 ======          ======         =======          =======
Denominator:
    Weighted average shares outstanding          17,391          17,179          17,355           17,159
Effect of dilutive securities:
    Director and employee stock options             379             349             375              330
    Employee performance shares                      11              22              13               25
                                                 ------          ------         -------          -------
Dilutive potential common shares                    390             371             388              355
                                                 ------          ------         -------          -------
Denominator for diluted earnings per share
   - adjusted weighted average shares and
     assumed conversions                         17,781          17,550          17,743           17,514
                                                 ======          ======          ======           ======

</TABLE>

Note G - Segment Disclosures
----------------------------

<TABLE>

(In thousands)                                       THREE MONTHS                       SIX MONTHS
                                                     ENDED JUNE 30                     ENDED JUNE 30
                                                  ------------------           ---------------------------

                                                  2004             2003            2004            2003
                                                  ----             ----            ----            ----

<S>                                            <C>             <C>             <C>              <C>
Total net sales including intercompany sales
       Pump and Compressor                     $127,996        $117,813        $263,712         $229,940
Intercompany sales
       Pump and Compressor                      (25,340)        (22,003)        (51,538)         (41,784)
                                               --------        --------        --------         --------
Net sales to unaffiliated customers
       Pump and Compressor                     $102,656        $ 95,810        $212,174         $188,156
                                               ========        ========         ========        ========

Operating income
         Pump and Compressor                   $ 10,873         $10,334         $22,516         $ 20,659
         Lighting*                                7,997           6,887          15,419           13,030
         Corporate                               (2,678)         (1,768)         (4,938)          (3,556)
                                               --------        --------        --------         --------
                                               $ 16,192         $15,453        $ 32,997         $ 30,133
                                               ========        ========        ========         ========

</TABLE>


                                       7
<PAGE>

*Three  months ended June 30 consists of equity income of $8,033,000 in 2004 and
$6,952,000 in 2003 from our 32% interest in the joint  venture,  Genlyte  Thomas
Group LLC (GTG),  less  $36,000 in 2004 and  $65,000 in 2003  related to expense
recorded for Thomas Industries stock options issued to GTG employees. Six months
ended June 30 consists of equity income of $15,545,000  in 2004 and  $13,174,000
in 2003 from our 32% interest in GTG, less $126,000 in 2004 and $144,000 in 2003
related to expense  recorded for Thomas  Industries  stock options issued to GTG
employees.

Note H - Goodwill and Other Intangible Assets
---------------------------------------------

The changes in net carrying amount of goodwill for the six months ended June 30,
2004 were as follows (in thousands):
                                                    SIX MONTHS ENDED
                                                      JUNE 30, 2004
                                                      -------------
   Balance at beginning of period                       $ 70,164
   Adjustments to Rietschle acquisition                   (6,196)
   Translation adjustments and other                      (1,423)
                                                        ----------
   Balance at end of period                             $ 62,545
                                                        ==========

The  goodwill  included  in the  balance  sheets  is  related  to the  Pump  and
Compressor Segment.

Certain   intangible  assets  have  definite  lives  and  are  being  amortized.
Amortizable intangible assets consist of the following (in thousands):

<TABLE>

                               JUNE 30, 2004                                  DECEMBER 31, 2003
                  -----------------------------------------     ----------------------------------------------
                                           ACCUMULATED                                        ACCUMULATED
                   LIFE       COST         AMORTIZATION            LIFE          COST         AMORTIZATION
                   ----       ----         ------------            ----          ----         ------------

   <S>             <C>      <C>            <C>                     <C>       <C>              <C>
   Licenses        18-19    $   498        $   215                 18-19     $     503        $   207
   Patents         5-20       5,781            995                 5-20          5,917            771
   Other           1-15       3,781          1,061                 1-10          3,619            890
                           -------------------------------                  --------------------------------
   Total                    $10,060        $ 2,271                           $  10,039         $1,868
                           ===============================                  ================================

</TABLE>

The total intangible amortization expense for the six months ended June 30, 2004
and 2003 was $442,000 and $471,000, respectively.

The estimated  amortization expense for the next five years beginning January 1,
2004 through December 31, 2008 is as follows (in thousands):

             2004          $891
             2005           898
             2006           898
             2007           890
             2008           842

The Company has various  trademarks  totaling  $12,535,000  at June 30, 2004 and
$12,831,000 at December 31, 2003, that are not amortized. Also included in other
intangible  assets is an intangible  asset  associated  with the minimum pension
liability of $786,000 as of June 30, 2004 and December 31, 2003.



                                       8
<PAGE>


Note I - Long-lived Assets
--------------------------

Consistent  with SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets," the Company evaluates  long-lived assets for impairment and
assesses their recoverability based upon anticipated future cash flows. If facts
and circumstances lead the Company's  management to believe that the cost of one
of its assets may be  impaired,  the Company  will  evaluate the extent to which
that cost is  recoverable  by  comparing  the  future  undiscounted  cash  flows
estimated to be associated  with that asset to the asset's  carrying  amount and
write down that carrying amount to market value to the extent necessary.

Note J - Genlyte Thomas Group LLC (GTG)
---------------------------------------

The following table contains certain unaudited financial information for GTG.

                            GENLYTE THOMAS GROUP LLC
                         CONDENSED FINANCIAL INFORMATION
                             (DOLLARS IN THOUSANDS)

                                                  (UNAUDITED)
                                                     JUNE 30,       DECEMBER 31,
                                                      2004              2003
                                                      ----              ----
       GTG balance sheets:
          Current assets                           $511,876           $444,272
          Long-term assets                          285,949            288,499
          Current liabilities                       217,684            185,809
          Long-term liabilities                      51,802             51,003


<TABLE>

                                                          THREE MONTHS               SIX MONTHS
                                                          ENDED JUNE 30             ENDED JUNE 30
                                                          -------------             -------------
                                                        2004        2003         2004         2003
                                                        ----        ----         ----         ----
       <S>                                            <C>         <C>          <C>         <C>
       GTG income statements (unaudited):
          Net sales                                   $301,437    $254,113     $578,799    $492,026
          Gross profit                                 107,549      88,729      202,665     170,559
          Earnings before interest and taxes            27,520      23,259       52,739      44,422
          Net income                                    25,104      21,724       48,578      41,169

    Amounts recorded by Thomas Industries Inc.:
          Equity income from GTG                       $8,033       $6,952      $15,545     $13,174
          Stock option expense                            (36)         (65)        (126)       (144)
                                                      --------    --------     --------    --------
          Equity income reported by Thomas             $7,997       $6,887      $15,419     $13,030
                                                      ========    ========     ========    ========

</TABLE>

Note K - Stock-Based Compensation
---------------------------------

Stock options are granted under various stock compensation programs to employees
and independent directors.  In December 2003, the Company adopted the fair value
recognition   provisions  of  accounting  for  stock-based   compensation  under
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," ("SFAS 123") which required the Company to expense the fair value
of  employee  stock  options  prospectively  for all  employee  awards  granted,
modified or settled after January 1, 2003.  Awards under the Company's plan vest
over a period of five years.  For employee stock options  granted prior to 2003,
the Company  continues to use the  intrinsic  value based  method of  accounting
prescribed by Accounting  Principles Board Opinion No. 25, "Accounting for Stock
Issued to  Employees"  ("APB 25").  For purposes of pro forma  disclosures,  the
estimated  fair value of the options is  amortized  to expense over the options'
vesting period.


                                       9
<PAGE>

Included in stock option activity, but accounted for in accordance with SFAS No.
123, are options  granted to GTG  employees,  for which the Company has recorded
compensation  expense.  This  compensation  expense,  shown net of tax,  is also
included in the pro forma information below.

The following table  illustrates the effect on net income and earnings per share
if the fair value based method had been applied to all  outstanding and unvested
awards in each period.


<TABLE>

                                                            THREE MONTHS ENDED                         SIX MONTHS ENDED
                                                                 JUNE 30                                  JUNE 30
                                                           ---------------------                       -----------------
                                                                  2004            2003                   2004            2003
                                                        ---------------------------------     -------------------------------------

<S>                                                         <C>           <C>                    <C>               <C>
Net income (as reported)                                    $     9,805   $     9,432            $   20,455        $   18,238
Add: Stock-based compensation expense for GTG employees
   included in reported net income, net of related tax
   effect                                                            33            59                   115               131
Deduct:  Total stock-based employee compensation
   determined under fair value based method for all
   awards, net of related tax effect                               (146)         (209)                 (341)             (430)
                                                        ---------------------------------     -------------------------------------
Net income (pro forma)                                      $     9,692   $     9,282           $    20,229      $     17,939
                                                        =================================     =====================================

Net income per share (Basic) -        As reported                $ .56         $ .55                 $1.18            $ 1.06
                                          Pro forma                .56           .54                  1.17              1.05

Net income per share (Diluted) -     As reported                   .55           .54                  1.15              1.04
                                          Pro forma                .55           .53                  1.14              1.02

</TABLE>

Note L - Product Warranty Costs
-------------------------------

The Company  generally  offers  warranties  for most of its products for periods
from one to five years.  The specific terms and  conditions of these  warranties
vary  depending  on the  product  sold and  country  in which the  Company  does
business.  The  Company  estimates  the  costs  that may be  incurred  under its
warranty and records a liability in the amount of such costs at the time product
revenue is  recognized.  Factors that affect the  Company's  warranty  liability
include that number of units sold,  historical and anticipated rates of warranty
claims,  and cost per claim. The Company  periodically  assesses the adequacy of
its recorded warranty liability and adjusts the amount as necessary.

Changes in the Company's warranty liability for June 30, 2004 are as follows (in
thousands):

                                                 SIX MONTHS ENDED
                                                   JUNE 30, 2004
   Balance at beginning of period                      $5,382
   Warranties accrued                                   2,017
   Settlements made and other                          (1,617)
                                                      --------
   Balance at end of period                            $5,782
                                                      ========

Note M - Currency Risk Management
---------------------------------

All derivative  instruments  are recorded at fair value on the balance sheet and
all changes in fair value are  recorded to earnings or to  shareholders'  equity
through other comprehensive  income in accordance with SFAS No. 133, as amended,
"Accounting for Derivatives and Hedging Activity" (SFAS 133).


                                       10
<PAGE>

The Company uses forward currency exchange  contracts to manage its exposures to
the  variability  of cash flows  primarily  related to the purchase of inventory
manufactured  in  Europe  but  inventoried  and  sold  in  non  Euro-denominated
countries. These contracts are designated as cash flow hedges.

The Company  does not use  derivative  instruments  for  trading or  speculative
purposes.

All of the Company's  derivative contracts are adjusted to current market values
each period and qualify for hedge  accounting under SFAS 133. The periodic gains
and  losses of the  contracts  designated  as cash flows are  deferred  in other
comprehensive  income until the underlying  transactions  are  recognized.  Upon
recognition,  such gains and losses are recorded in  operations as an adjustment
to the carrying  amounts of the underlying  transactions  in the period in which
these transactions are recognized.  The carrying values of derivative  contracts
are included in other current assets.

The Company's policy requires that contracts used as hedges must be effective at
reducing  the  risk  associated  with  the  exposure  being  hedged  and must be
designated as a hedge at the inception of the contract. Hedging effectiveness is
assessed periodically. Any contract that is either not designated as a hedge, or
is so  designated  but is  ineffective,  is marked to market and  recognized  in
earnings  immediately.  If a  cash  flow  hedge  ceases  to  qualify  for  hedge
accounting or is  terminated,  the contract  would continue to be carried on the
balance  sheet  at fair  value  until  settled  and  future  adjustments  to the
contract's  fair  value  would  be  recognized  in  earnings  immediately.  If a
forecasted  transaction  were no longer  probable to occur,  amounts  previously
deferred  in other  comprehensive  income  would be  recognized  immediately  in
earnings.

Note N - Pension and Other Postretirement Benefit Costs
-------------------------------------------------------

The components of net periodic benefit cost consisted of the following:

<TABLE>

                                                                                                     OTHER
Three months ended June 30:                                     PENSION BENEFITS                POSTRETIREMENT
---------------------------                                     -----------------                  BENEFITS
                                                                                                   --------
                                               FOREIGN PLANS           U.S. PLANS                  U.S. PLANS
                                         --------------------------------------------------- -----------------------
                                           2004         2003         2004         2003           2004       2003
                                         ------------ ------------ ------------ ------------ ----------- -----------
<S>                                      <C>          <C>          <C>          <C>          <C>          <C>
Service cost                             $   62       $   72       $   81       $   71       $  21        $  17
Interest cost                               141          148          132          128          23           21
Expected return on plan assets                -            -         (156)        (135)          -            -
Other amortization and deferral               4            -           47           51          10            8
                                         ------       ------       ------       -------      -----        -----
Net Periodic Benefit cost                $  207        $ 220       $  104       $  115       $  54        $  46
                                         ======        =====       ======       ======       =====        =====

<CAPTION>

                                                                                                     OTHER
Six months ended June 30:                                       PENSION BENEFITS                POSTRETIREMENT
-------------------------                                       -----------------                   BENEFITS
                                                                                                    --------
                                              FOREIGN PLANS            U.S. PLANS                U.S. PLANS
                                         --------------------------------------------------- -----------------------
                                          2004         2003         2004         2003           2004       2003
                                         ------------ ------------ ------------ ------------ ----------- -----------
<S>                                      <C>          <C>          <C>          <C>          <C>          <C>
Service cost                             $ 124        $ 144        $ 162        $ 142        $  42        $  34
Interest cost                              282          296          264          256           46           42
Expected return on plan assets               -            -         (312)        (270)           -            -
Other amortization and deferral              8            -           94          102           20           16
                                         -----        -----        -----        -----        -----        -----
Net Periodic Benefit cost                $ 414        $ 440        $ 208        $ 230        $ 108        $  92
                                         =====        =====        =====        =====        =====        =====

</TABLE>

As of  June  30,  2004,  no  contributions  have  been  made,  but  the  Company
anticipates contributions to the plans of $570,000 for 2004.


                                       11
<PAGE>

Note O - Recent Accounting Pronouncements
-----------------------------------------

In  January  2003,  the FASB  issued  Interpretation  No. 46  "Consolidation  of
Variable Interest Entities" ("FIN 46"). FIN 46 requires a company to consolidate
a variable  interest entity if that company is subject to a majority of the risk
of loss from the variable interest entity's activities or is entitled to receive
a majority of the entity's  residual  returns,  or both. The Company has adopted
the  provisions  of FIN 46,  which  did  not  have an  impact  on the  Company's
financial statements or disclosures.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments  with  Characteristics  of both  Liabilities  and Equity" ("SFAS No.
150").  SFAS No. 150 requires that certain  financial  instruments,  which under
previous  guidance were  accounted  for as equity,  must now be accounted for as
liabilities.  The financial instruments affected include mandatorily  redeemable
stock,  certain financial  instruments that require or may require the issuer to
buy back some of its shares in exchange  for cash or other  assets,  and certain
obligations that can be settled with shares of stock.  Although certain portions
of SFAS  No.  150 have  been  deferred  indefinitely,  certain  portions  of the
statement  became  effective during the third quarter of 2003. The provisions of
this  statement  did not  have and are not  expected  to have an  impact  on the
Company's statement of financial position.

On  December  8,  2003,  the  Medicare   Prescription   Drug,   Improvement  and
Modernization Act of 2003 (the "Act"), which introduces a Medicare  prescription
drug benefit,  as well as a federal  subsidy to sponsors of retiree  health care
benefit plans that provide a benefit that is at least actuarially  equivalent to
the Medicare  benefit,  was enacted.  On May 19, 2004, the FASB issued Financial
Staff Position No. 106-2, "Accounting and Disclosure Requirements Related to the
Medicare  Prescription  Drug,  Improvement and Modernization Act of 2003", ("FSP
106-2") to discuss certain  accounting and disclosure  issues raised by the Act.
FSP 106-2  addresses  accounting  for the federal  subsidy  for the  sponsors of
single employer defined benefit  postretirement  healthcare plans and disclosure
requirements for plans for which the employer has not yet been able to determine
actuarial  equivalency.  Except for  certain  nonpublic  entities,  FSP 106-2 is
effective for the first interim or annual period  beginning  after June 15, 2004
(the  quarter  ending  September  30,  2004  for the  Company).  We have not yet
concluded   whether  the   prescription   drug  benefits   provided   under  our
postretirement  plan are  actuarially  equivalent  to the  Medicare  benefit  as
necessary to qualify for the subsidy. The reported net periodic benefit costs of
our postretirement plan in the accompanying  Financial  Statements and Note N to
the Financial  Statements do not reflect the effects of the Act. Adoption of FSP
106-2 could require revisions to previously reported  information.  While we may
be eligible for benefits under the Act based on the  prescription  drug benefits
provided in our postretirement plan, we do not believe such benefits will have a
material impact on our Financial Statements.

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

OVERVIEW
The Company operates in the Pump and Compressor Segment and until July 31, 2004,
also operated in the Lighting Segment.  The Pump and Compressor Segment designs,
manufactures,  markets,  sells and services pump and compressor products through
worldwide operations. In August 2002, we significantly increased the size of our
pump and  compressor  business  by  acquiring  substantially  all the assets and
liabilities of Werner  Rietschle  Holding GmbH  ("Rietschle"),  a privately held
company based in Schopfheim, Germany. Rietschle's operating results are included
in the Company's  operating  results since the August 29, 2002 acquisition date.
The Pump and  Compressor  Segment  supplies  products to the original  equipment
manufacturer   (OEM)  market  in  such   applications   as  medical   equipment,
environmental,  mobile, printing, packaging and many others. An important market
to the Company is the medical equipment market,  which includes compressors used
in  oxygen  concentrators,   nebulizers,   aspirators,  and  other  devices.  As
previously announced,  we expect our sales to the oxygen concentrator OEM market
to be reduced in 2004 by $4 million to $6 million as a result of the loss of one
of our customer's oxygen  concentrator  product lines to a competitor  beginning
late in the second  quarter of



                                       12
<PAGE>

ITEM 2.  Management's  Discussion  and Analysis - Continued

2004. Even with the loss of these sales, the Company believes it has the leading
market share in the oxygen  concentrator OEM market  worldwide.  Pricing in this
market  has  continued  to  erode  due to  competition  and  threat  of  foreign
manufacturers.   In  order  to  reduce  our  cost  structure  and  remain  price
competitive,  we are in the process of constructing a manufacturing  facility in
China,  which should be in  production in the first half of 2005. We continue to
rationalize  our  existing  production  facilities  around  the world to achieve
efficient  high quality  production  capabilities.  During  2003,  we closed our
manufacturing facility in Fleurier,  Switzerland,  and relocated this production
to other facilities. We incurred moving related costs for this shutdown. As this
was a former  Rietschle  facility,  all other  shutdown  costs were  recorded as
goodwill as part of the opening  balance sheet  adjustments  contemplated in the
transaction.  In 2003,  we also built and opened a new  facility  in  Memmingen,
Germany and relocated  from the older leased  facility  late in 2003,  incurring
approximately $400,000 in relocation costs. This new facility allows the Company
to produce in a more efficient  manner and consolidate  production.  In February
2004, the Company announced the closing of its Wuppertal,  Germany manufacturing
facility  which will generate  approximately  $3.2 million of one-time  costs in
2004. The Company has recorded $1.1 million and $1.9 million of pre-tax  charges
in the second quarter and the first six months of 2004, respectively, related to
this closure. Production from the Wuppertal facility has now been transferred to
the new  Memmingen  facility.  We believe  these steps were  necessary to better
position  the  Company  for  future  growth   opportunities  given  the  current
competitive environment. We have received certain commodity cost increases which
will  impact our costs in future  periods,  although  we will  attempt to offset
these  with  price  increases  of our  own.  The  Company  is also  experiencing
increased  costs related to  requirements  by Section 404 of the  Sarbanes-Oxley
Act.  In the second  quarter  and six month  periods  ended June 30,  2004,  the
Company   recorded   approximately   $370,000  of  pre-tax  charges  related  to
Sarbanes-Oxley  and expects an  additional  $900,000 in the second half of 2004,
most of which will be in the third quarter.

Until July 31, 2004, the Company also operated in the Lighting  Segment  through
its 32%  interest  in the Genlyte  Thomas  Group LLC (GTG)  joint  venture.  The
Company's  investment  in GTG was  accounted  for by using the equity  method of
accounting. GTG designs, manufacturers, markets, and sells lighting fixtures for
a wide variety of  applications  in the  commercial,  industrial and residential
markets for both indoor and outdoor fixtures. On July 31, 2004, the Company sold
its 32% interest in GTG to The Genlyte Group Incorporated for approximately $400
million.  Since this sale  occurred  after the  current  reporting  period,  the
Company's  results  for the three  months  and six months  ended June 30,  2004,
include its 32%  interest in GTG for those  periods.  Given the sale of GTG, the
Company is evaluating its segment reporting requirements for future filings.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Thomas'  discussion  and  analysis  of its  financial  condition  and results of
operations are based upon Thomas' consolidated financial statements,  which have
been prepared in accordance with accounting principles generally accepted in the
United States.  When preparing  these  consolidated  financial  statements,  the
Company is required to make  estimates  and  judgments  that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent   assets  and  liabilities.   The  Company  evaluates  its  estimates
including,  but not limited to, those related to product warranties,  bad debts,
inventories, equity investments, income taxes, pensions and other postretirement
benefits,  contingencies,  and  litigation.  The Company  bases its estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions.


                                       13
<PAGE>


ITEM 2.  Management's Discussion and Analysis - Continued

In  response to the  Securities  and  Exchange  Commission's  (SEC)  Release No.
33-8040,  "Cautionary  Advice  Regarding  Disclosure  About Critical  Accounting
Policies",  the Company  identified the following critical  accounting  policies
which  affect  its  more  significant   judgments  and  estimates  used  in  the
preparation  of  its  consolidated  financial  statements.   Included  with  the
accounting policies are potential adverse results which could occur if different
assumptions or conditions were to prevail.

The Company  maintains  allowances  for doubtful  accounts for estimated  losses
resulting from the inability of its customers to make required payments.  If the
financial  conditions  of  Thomas'  customers  deteriorates,   resulting  in  an
impairment  of their  ability to make  payments,  additional  allowances  may be
required.

Thomas provides for the estimated cost of product warranties.  While the Company
engages in extensive  product  quality  programs and  processes,  should  actual
product failure rates differ from estimates, revisions to the estimated warranty
liability would be required.

Thomas  writes down its inventory for  estimated  obsolescence  or  unmarketable
inventory  equal  to the  difference  between  the  cost  of  inventory  and the
estimated  market value based upon  assumptions  about future  demand and market
conditions.  If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required.

For the Rietschle  acquisition  which occurred in 2002, the Company  utilized an
independent  appraiser in determining  the fair value of assets and  liabilities
acquired.  If actual market conditions or other factors are different than those
used by the  independent  appraiser,  then additional  asset  write-downs may be
required.

Prior to the sale of Thomas'  interest in GTG, Thomas held a 32 percent interest
in GTG, which comprised Thomas' lighting segment and was accounted for using the
equity method.  GTG's critical accounting policies are determined  separately by
The Genlyte Group Incorporated, which consolidates the GTG results.

RESULTS OF OPERATIONS
The Company's  net income was $9.8 million in the second  quarter ended June 30,
2004,  compared  to $9.4  million in the same period in 2003.  Year-to-date  net
income was $20.5  million for the six months  ended June 30,  2004,  compared to
$18.2  million for the 2003 six month period.  The second  quarter and six month
increases of 4.0% and 12.2%  respectively,  were  primarily  due to higher sales
volume  and  increased  earnings  from GTG.  The  Company's  2004 net income was
negatively  impacted  in the second  quarter  and six month  periods  due to the
strengthening  of the euro. Also  negatively  impacting the 2004 net income were
charges of $.7 million in the second  quarter and $1.2  million in the six month
period for costs associated with the closure of the Wuppertal, Germany facility.
Costs related  to Section 404 of  the  Sarbanes-Oxley  Act  was $240,000 in  the
2004 second quarter and first six months.

PUMP AND COMPRESSOR SEGMENT
Net sales for the Pump and Compressor  Segment  increased 7.1% to $102.7 million
for the second  quarter  ended June 30, 2004,  compared to $95.8  million in the
second  quarter of 2003.  This net sales  increase of $6.9  million  included an
estimated $4.5 million related to the effects of exchange rate fluctuations. The
North  American  operations  reported an .8% decrease in 2004 second quarter net
sales compared to 2003 due to weakness in the  automotive  and medical  markets.
Sales from our European  operations  increased  11.0% for the second  quarter of
2004 versus 2003. We estimate that approximately  two-thirds of this increase in
Europe came from the  favorable  effect of exchange  rates.  Sales  increases in
Europe were  primarily  in the  printing,  environmental  and food and  beverage
markets.  These net sales increases were partially  offset by lower sales to the
automotive and medical  markets in Europe.  As previously



                                       14
<PAGE>

ITEM 2.  Management's Discussion and Analysis - Continued

announced,  our medical market sales for the 2004 second quarter were negatively
impacted by the loss of one of our oxygen  concentrator  customers  beginning in
June. Asia Pacific reported a 23.8% increase in net sales compared to the second
quarter of 2003.  We estimate that  approximately  one-third of this increase in
Asia Pacific net sales was due to exchange rate  fluctuations.  The Asia Pacific
sales increases came primarily from the printing and medical markets.  Net sales
for the six  months  ended  June 30,  2004,  increased  12.8% to $212.2  million
compared to $188.2 million for the comparable  2003 period.  This sales increase
of $24.0 million  included an estimated  $13.1 million related to the effects of
exchange rate  fluctuations.  Net sales for the North American  operations had a
2.5%  increase  in 2004 net sales  compared to the 2003 six month  period.  This
increase was  primarily  due to very strong first  quarter  sales in the medical
market, as well as improvements in the laboratory and industrial markets.  These
increases were partially  offset by lower sales in the  automotive  market.  The
European  operations  reported a 19.0%  increase  in 2004 net sales  compared to
2003.  We estimate  that  approximately  two-thirds  of the  European  net sales
increase was due to exchange rate  fluctuations.  The European  sales  increases
were primarily in the printing,  environmental, food and beverage and industrial
markets.  Net  sales in Asia  Pacific  increased  28.5%  over the 2003 six month
period.  We estimated that  approximately  one-third of this increase was due to
exchange  rate  impact.   Asia  Pacific  reported  increases  in  the  printing,
environmental, medical and industrial markets.

Gross profit for the Pump and  Compressor  Segment in the second quarter of 2004
was $37.6 million, or 36.6% of net sales, compared to $33.8 million, or 35.2% in
the second quarter of 2003.  Gross profit for the six months ended June 30, 2004
was $75.9 million, or 35.8% of net sales, compared to $66.9 million, or 35.5% in
the same  period in 2003.  During  the second  quarter of 2004,  we began to see
favorable  impacts  from  factory   rationalization   decisions  made  in  2003.
Aggressive cost reductions plans are also providing favorable impacts.

The Pump and Compressor  Segment's selling,  general and  administrative  (SG&A)
expenses were $26.7  million,  or 26.0% of net sales,  in the second  quarter of
2004,  compared to $23.4  million,  or 24.5%,  in the same period in 2003.  SG&A
expenses for the six months ended June 30, 2004 were $53.4 million,  or 25.2% of
net sales,  compared to $46.2 million,  or 24.6%,  for 2003. The increase in the
2004 amounts for the second  quarter and six month periods is primarily  related
to the sales volume increase, exchange rate impact, higher costs associated with
our new ERP system and Sarbanes-Oxley costs. Additionally,  we recorded expenses
of $1.1  million  and $1.9  million  in the 2004  second  quarter  and six month
periods, respectively, related to the 2004 Wuppertal facility closure.

Pump and Compressor  Segment  operating income for the second quarter ended June
30, 2004, was $10.9 million,  or 10.6% of net sales,  compared to $10.3 million,
or 10.8%,  in the  second  quarter of 2003.  The 2004  second  quarter  includes
Wuppertal  shutdown  expense of $1.1 million.  While the Europe and Asia Pacific
operations  had  increases  in operating  income for the second  quarter of 2004
compared  to 2003,  the North  American  operations  reported a decrease  due to
higher SG&A costs. For the six months ended June 30, 2004,  operating income was
$22.5 million,  or 10.6% of net sales,  compared to $20.7 million,  or 11.0%, in
2003. The 2004 six month period includes  expense of $1.9 million related to the
Wuppertal  shutdown.  The North  American  operations  were slightly  below 2003
operating income levels due to weakness in the automotive market sales activity.
Both the European and Asia Pacific  operations  reported  increases in operating
income for the 2004 six month period  compared to 2003,  primarily due to higher
sales volume.

LIGHTING SEGMENT
The Genlyte Group  Incorporated  (Genlyte) and Thomas formed the Genlyte  Thomas
Group  LLC (GTG) on August  30,  1998.  On July 31,  2004,  Thomas  sold its 32%
interest in GTG to Genlyte for approximately $400 million. Thomas' investment in
GTG was  accounted  for using the  equity  method of  accounting.  The  Lighting
Segment's  operating income includes our 32% interest in GTG, as well as



                                       15
<PAGE>

ITEM 2.  Management's Discussion and Analysis - Continued

expenses related to Thomas  Industries stock options issued to GTG employees and
our  amortization  of Thomas'  excess  investment  in GTG for  periods  prior to
January 1, 2002. The Lighting Segment operating income for the second quarter of
2004 was $8.0 million  compared to $6.9 million in the  comparable  2003 period.
This  increase is due  primarily to a 18.6%  increase in GTG sales.  For the six
months ended June 30, 2004,  operating income for the Lighting Segment was $15.4
million  compared to $13.0 million in 2003.  This increase is due primarily to a
17.6% increase in GTG sales.

CORPORATE
As  disclosed  in Note F (Segment  Disclosures)  in the  consolidated  financial
statements, consolidated operating income includes corporate expenses. Corporate
expenses were $2.7 million for the three months ended June 30, 2004, compared to
$1.8  million  for 2003.  For the six  months  ended  June 30,  2004,  corporate
expenses  were $4.9 million,  compared to $3.6 million in 2003.  The increase in
2004 for the second  quarter and six month periods  relates to higher  personnel
costs,  higher costs  associated with compliance  with the  Sarbanes-Oxley  Act,
higher  Kentucky  license  taxes due to tax law changes,  higher legal  expenses
related to the Rietschle  Thomas  integration,  and additional  costs related to
expanding our presence in China.

Interest  expense  for the three  months  ended  June 30,  2004 was $.9  million
compared  to $1.0  million  for 2003.  For the six months  ended June 30,  2004,
interest expense was $2.0 million, compared to $2.1 million for 2003. The slight
reduction  in  interest  expense  in 2004 for the second  quarter  and six month
periods is primarily  related to the $7.7 million  payment of long-term  debt on
January 31, 2004, which carried a 9.36% annual interest rate. This was partially
offset by higher short-term borrowing levels during 2004.

Interest  income and other for the three  months ended June 30, 2004 was expense
of $172  thousand  compared to income of $94  thousand in the second  quarter of
2003. The 2004 second quarter  includes  negative  impacts from foreign currency
transaction  losses,  while 2003 includes positive impacts from foreign currency
transaction  gains. For the six months ended June 30, 2004,  interest income and
other was income of $434 thousand compared to income of $55 thousand in the 2003
period. The 2004 six month period includes a slight positive impact from foreign
currency transaction gains.  Interest income was also higher in 2004 compared to
2003 due to higher invested cash balances.

Income tax  provisions  were $5.3  million and $5.1  million in the three months
ended June 30, 2004 and 2003,  respectively.  For the six months  ended June 30,
2004, income tax provisions were $11.0 million compared to $9.8 million in 2003.
The  effective  income  tax rate was 35% in the  second  quarter  and six  month
periods of 2004 and 2003.

LIQUIDITY AND SOURCES OF CAPITAL
Cash flows  provided by  operations  in the six months  ended June 30, 2004 were
$13.1  million  compared  to $7.3  million  in the 2003 six  month  period.  The
increase in 2004 was primarily related to changes in accounts payable and income
taxes  payable,  as well as increases in net income and increased  distributions
from GTG.

Cash used in investing  activities  was $1.4 million for the first six months of
2004  compared to $8.0 million in the  comparable  2003 period.  The 2004 amount
includes  capital  expenditures of $7.6 million,  which are partially  offset by
cash received of $6.2 million related to an adjustment to the Rietschle purchase
price.  The 2003 amount includes  capital  expenditures of $6.5 million and $1.5
million  paid by the  Company for the  remaining  20%  minority  interest in our
Italian subsidiary.


                                       16
<PAGE>


ITEM 2.  Management's Discussion and Analysis - Continued

Financing  activities  provided  cash of $1.6 million in the first six months of
2004 and used cash of $1.1 million in the first six months of 2003. The increase
in 2004  relates  primarily to  additional  net  borrowings  of  short-term  and
long-term debt in 2004 of $2.5 million.

Dividends  paid in the first six months of 2004 and 2003 were $3.3  million  and
$2.9  million,  respectively.  The  increase  in 2004  primarily  relates  to an
increase in the quarterly dividend per share from $.085 to $.095, effective with
the April 1, 2003 dividend.

As of June 30,  2004,  the  Company  had  standby  letters  of  credit  totaling
$4,410,000 with expiration dates during 2004. The Company anticipates that these
letters of credit will be renewed at their expiration dates.

The Company announced in December 1999 that it planned to repurchase,  from time
to time depending on market conditions and other factors,  up to 15 percent,  or
2,373,000 shares, of its outstanding  Common Stock in the open market or through
privately negotiated  transactions at the prevailing market prices. No purchases
were made under this  repurchase  plan during the first half of 2004.  Under the
December 1999 repurchase plan, the Company has purchased,  on a cumulative basis
through June 30, 2004, 879,189 shares at a cost of $17.3 million,  or an average
cost of $19.72 per share.  The  Company  plans to fund any  purchase  of Company
stock through a combination of cash flows  generated  from operating  activities
and our revolving line of credit.

Working  capital  increased  from $95.6  million at December 31, 2003, to $110.3
million at June 30, 2004,  primarily due to increases in accounts receivable and
inventories  to support  business  activities,  as well as the $6.2 million cash
received for the Rietschle purchase price adjustment.

                                             June 30,       December 31,
(Dollars in thousands)                         2004             2003
                                               ----             ----

Working capital                              $110,273        $95,581
Current ratio                                    2.59           2.59
Long-term debt, less current portion         $103,812       $102,673
Long-term debt to total capital                  20.7%          21.1%

Certain loan agreements of the Company include  restrictions on working capital,
operating  leases,  tangible net worth,  and the payment of cash  dividends  and
stock distributions. Under the most restrictive of these arrangements,  retained
earnings  of $136.0  million  are not  restricted  at June 30,  2004.  Thomas is
currently in compliance  with all covenants or other  requirements  set forth in
its borrowing  agreements.  In the event of  non-compliance or if Thomas prepays
the debt,  then Thomas would incur a penalty.  At June 30, 2004,  the prepayment
penalty would have been approximately $.3 million on a pre-tax basis.

As of June 30,  2004,  the Company had a $120 million  revolving  line of credit
with its banks through  August 28, 2005,  $95 million of which was  outstanding.
This line of credit  was used to fund the cash  payment of $83  million  for the
Rietschle  acquisition  and to support the short-term  needs of the business for
working capital changes, fixed asset additions,  and general business use. As of
June 30, 2004, the Company had  uncommitted  short-term  borrowing  arrangements
being used by certain of its foreign  offices which totaled $5.1 million.  As of
June 30,  2004 and 2003,  except as  described  above  related  to the GTG joint
venture,  management was aware of no relationships with any other unconsolidated
entities,  financial  partnerships,  structured  finance  entities,  or  special
purpose  entities  which  were  established  for  the  purpose  of  facilitating
off-balance  sheet  arrangements  or  other  contractually   narrow  or  limited
purposes.


                                       17
<PAGE>

ITEM 2.  Management's Discussion and Analysis - Continued

As mentioned  in Note C, on July 31, 2004,  the Company sold its 32% interest in
GTG for  approximately  $400 million.  This transaction will create  significant
changes to our  working  capital  and debt  levels  for our next 10-Q  reporting
requirement  at September  30, 2004.  Net cash  proceeds of  approximately  $317
million will initially  increase working capital.  Then this increase in working
capital  will be  reduced  by  approximately  $103  million as debt is paid down
resulting in lower debt levels.

FORWARD-LOOKING STATEMENTS
The Company makes  forward-looking  statements  from time to time and desires to
take advantage of the "safe harbor" which is afforded such statements  under the
Private  Securities  Litigation  Reform Act of 1995 when they are accompanied by
meaningful cautionary statements  identifying important factors that could cause
actual  results  to  differ   materially  from  those  in  the   forward-looking
statements.

The statements contained in the foregoing "Management's  Discussion and Analysis
of Financial  Condition and Results of Operations," as well as other  statements
contained in this Form 10-Q Report and  statements  contained in future  filings
with the Securities  and Exchange  Commission  and publicly  disseminated  press
releases,  and  statements  which may be made from time to time in the future by
management  of  the  Company  in  presentations  to  shareholders,   prospective
investors,  and others  interested in the business and financial  affairs of the
Company,  which are not historical  facts, are  forward-looking  statements that
involve  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from  those  set  forth  in  the  forward-looking   statements.  Any
projections of financial performance or statements concerning expectations as to
future  developments  should not be construed in any manner as a guarantee  that
such results or  developments  will, in fact,  occur.  There can be no assurance
that any forward-looking  statement will be realized or that actual results will
not be  significantly  different  from  that set  forth in such  forward-looking
statement.  In addition  to the risks and  uncertainties  of  ordinary  business
operations,  the forward-looking statements of the Company referred to above are
also subject to the risks and  uncertainties  set forth in our annual  report on
Form 10-K for the year ended December 31, 2003.

The  forward-looking  statements made by the Company are based on estimates that
the Company believes are reasonable. However, the Company's actual results could
differ  materially  from such  estimates and  expectations  as a result of being
positively or negatively  affected by the factors as described above, as well as
other unexpected, unanticipated, or unforeseen factors.

ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk.

The  Company's  long-term  debt  bears  interest  at  variable  rates,  with the
exception of the $7.7 million senior notes that accrue interest at a 9.36% fixed
rate.  Short-term  borrowings  of $5.1 million at June 30,  2004,  are priced at
variable  interest  rates.  The Company's  results of operations and cash flows,
therefore, would be affected by interest rate changes to its variable rate debt.
At June 30, 2004,  $111.0 million of variable rate debt was  outstanding.  A 100
basis point  movement in the interest  rate on the variable  rate debt of $111.0
million would result in an $1,110,000  annualized effect on interest expense and
cash flows.  This interest rate risk on variable rate debt will be significantly
lower for our next 10-Q  reporting  requirement as of September 30, 2004, due to
the pay down of  approximately  $103 million of debt with proceeds from the sale
of GTG.

The Company also has  short-term  investments,  including cash  equivalents,  of
$20.6 million as of June 30, 2004,  that bear interest at variable  rates. A 100
basis  point  movement  in the  interest  rate  would  result in an  approximate
$206,000 annualized effect on interest income and cash flows. This interest rate
risk on variable rate investments will be significantly higher for our next 10-Q
reporting  requirement  as of September 30, 2004,  due to the invested  proceeds
from the sale of GTG.

                                       18
<PAGE>


ITEM 3.  Quantitative and Qualitative Disclosures - Continued

The fair value of the  Company's  long-term  debt is estimated  based on current
interest rates offered to the Company for similar instruments. A 100 basis point
movement in the interest rate would result in an approximate  $47,000 annualized
effect on the fair value of long-term debt.

The Company has  significant  operations  consisting of sales and  manufacturing
activities in foreign countries.  As a result,  the Company's  financial results
could be significantly  affected by factors such as changes in currency exchange
rates or  changing  economic  conditions  in the  foreign  markets  in which the
Company  manufactures  or distributes its products.  Currency  exposures for our
Pump and Compressor  Segment are  concentrated  in Germany but exist to a lesser
extent in other parts of Europe,  Asia, and South America.  Our Lighting Segment
currency  exposure  is  primarily  in Canada.  There is a risk  associated  with
changing foreign  exchange rates. The Company's  objective is to reduce earnings
and  cash  flow  volatility  associated  with  foreign  exchange  rates to allow
management to focus its attention on its core  business  issues and  challenges.
Accordingly,  the Company enters into foreign  currency  forward  contracts that
change  in value as  foreign  exchange  rates  change  to  protect  the value of
anticipated  foreign  currency  revenues and  expenses.  The gains and losses on
these  contracts  offset changes in the value of the underlying  transactions as
they occur. The Euro is the only currency hedged.  At June 30, 2004, the Company
held forward  contracts  expiring  through June 2005 to hedge probable,  but not
firmly committed,  intercompany inventory purchases. These hedging contracts are
classified as cash flow hedges and  accordingly,  are adjusted to current market
values through other comprehensive income until the underlying  transactions are
recognized.  Upon recognition,  such gains and losses are recorded in operations
as an adjustment to the carrying  amounts of the underlying  transactions in the
period in which these transactions are recognized. At June 30, 2004, the foreign
currency  forward  contracts  had a notional  amount of Euro  6,000,000 and fair
value of approximately  $24,000.  The fair value of the foreign currency forward
contracts,  which represents an asset, is included in other current assets.  The
amount of net gain deferred  through other  comprehensive  income as of June 30,
2004, was approximately $24,000.

ITEM 4.  Controls and Procedures

The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer  have
concluded, based on their evaluation as of the end of the period covered by this
report,  that the Company's  disclosure controls and procedures are effective in
all material respects to ensure that information required to be disclosed in the
reports  that we file or submit  under the  Securities  Exchange  Act of 1934 is
recorded, processed,  summarized and reported, within the time periods specified
in the Securities and Exchange  Commission's rules and forms. There have been no
significant  changes in our internal  controls  over  financial  reporting or in
other factors that could significantly affect these controls,  during the period
covered by this report.

PART II.  OTHER INFORMATION
-------   -----------------

ITEM 4.  Submission of Matters to a Vote of Security Holders

                (a)       A regular Annual Meeting of  Shareholders  was held on
                          April 22, 2004.

                (b)       Class III Directors  elected at the Annual  Meeting of
                          Shareholders  were  H.  Joseph  Ferguson,  Anthony  A.
                          Massaro,  and George H.  Walls,  Jr.  Directors  whose
                          terms of  office  as a  director  continued  after the
                          meeting  were  Timothy C.  Brown,  Wallace H.  Dunbar,
                          Lawrence E. Gloyd,  William M. Jordan and  Franklin J.
                          Lunding, Jr.

                (c)       The voting at the Annual Meeting of  Shareholders  was
                          as follows:


                                       19
<PAGE>

ITEM 4. Submission of Matters to a Vote of Security Holders - Continued

                          Proposal No. 1 - Election of Directors
                                                            For         Withheld
                                                            ---         --------
                               H. Joseph Ferguson       15,850,996       344,415
                               Anthony A. Massaro       15,815,383       380,028
                               George H. Walls, Jr.     15,568,145       627,265

                          Proposal No. 2 - Resolution to approve the Amended and
                          Restated Thomas Industries Inc. 1995 Incentive Stock
                          Plan

                                  For                   13,272,987
                                  Against                1,297,400
                                  Abstain                  742,193

                          Proposal No. 3 - Resolution to  redeem Preferred Stock
                          Purchase Rights

                                  For                    9,608,111
                                  Against                5,536,655
                                  Abstain                  167,815

ITEM 6.  Exhibits and Reports on Form 8-K

                (a)      Exhibits

                         2         Purchase  Agreement  filed May 21, 2004 among
                                   Genlyte  Thomas  Group LLC, The Genlyte Group
                                   Incorporated  and   the  Company,   filed  as
                                   Exhibit 2 to  registrant's report on Form 8-K
                                   filed May  21, 2004,  hereby  incorporated by
                                   reference.


                         31.1      Certification  of  Chief  Executive   Officer
                                   pursuant to Rule 13a-14(b) and Section 302 of
                                   the   Sarbanes-Oxley   Act  of  2002,   filed
                                   herewith

                         31.2      Certification  of  Chief  Financial   Officer
                                   pursuant to Rule 13a-14(b) and Section 302 of
                                   the   Sarbanes-Oxley   Act  of  2002,   filed
                                   herewith

                         32.1      Certification Pursuant  to 18 U.S.C.  Section
                                   1350, as adopted  pursuant  to Section 906 of
                                   the  Sarbanes-Oxley   Act  of   2002,   filed
                                   herewith.

                (b)      Reports on Form 8-K

                         A Form  8-K was filed on April 21,  2004,  attaching  a
                         press release announcing first quarter 2004 results.

                         A Form 8-K was filed on April  23,  2004,  attaching  a
                         press release  declaring a quarterly  cash dividend and
                         reporting  on the  results  of the  Annual  Meeting  of
                         Shareholders.

                         A Form 8-K was filed on May 21, 2004, attaching a press
                         release announcing the Corporation's  agreement to sell
                         its joint venture  interest in Genlyte Thomas Group LLC
                         and attaching purchase agreement.



                                       20
<PAGE>


                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                 THOMAS INDUSTRIES INC.
                                             -----------------------------------
                                                      Registrant


                                             /s/ Phillip J. Stuecker
                                             -----------------------------------
                                             Phillip J. Stuecker, Vice President
                                             & Chief Financial Officer

Date:  August 9, 2004





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